Your directors are pleased to present the 37^th Annual Report of Supreme Engineering Limited (“the Company”) together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rs. In lakhs)

STATE OF THE COMPANY’S AFFAIRS:

During the year under review, the Company has earned on a standalone basis the total income for the Financial Year ended March 31, 2024 stood at Rs. 2,543.41/- Lakhs as against an income of Rs. 1,884.87/- Lakhs for the Financial Year ended March 31, 2023. The Company incurred a Loss before tax of Rs. 824.31/- Lakhs for the Financial Year ended March 31, 2024 as against a Loss before tax of Rs. 10,198.85/- for the Financial Year ended March 31, 2023. The Company reported a net Loss of Rs. 1101.52/- Lakhs for the Financial Year ended March 31, 2024 as against net profit of Rs. 9,833.73/- for the Financial Year ended March 31, 2023.

Your Directors are hopeful of better performance in the forthcoming year.

TRANSFER TO RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review and retain the profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your Company.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the business of the Company during the financial year ending March 31, 2024.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

The Company has no subsidiaries/joint venture/ associate for the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e. March 31, 2024, and the date of this Board’s Report i.e., August 28, 2024.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2024 stood at Rs. 2499.50 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Company’s website on https://www.supremesteels.com/

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

A) Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Ms. Lalita Chowdhri (DIN 00096419), is liable to retire by rotation at the forthcoming AGM and being eligible offers herself for re-appointment.

The Board recommends the re-appointment of Ms. Lalita Chowdhri (DIN 00096419), for the consideration of the Members of the Company at the ensuing AGM. The relevant details, including profile of Ms. Lalita Chowdhri (DIN 00096419), is included separately in the Notice of AGM.

During the year under review, Mrs. Reema Ayaz Versey, tendered her resignation as a Director of the Company due to personal reasons with effect from October 30, 2023.

During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on October 30, 2023, appointed Ms. Priya Dilipbhai Shah (DIN: 07594589), as an Additional Director, on the Board of the Company in the category of Non-Executive & Independent Director to hold office for a term of 5 (five) consecutive years from October 30, 2023 to October 29, 2028. Her appointment is not liable to retire by rotation and was approved, and regularised as Independent Director by the shareholders in its EGM held on January 27, 2024.

As on the date of this Report, the Company’s Board comprises of six ((6) Directors viz. 1 Non Executive-Non Independent Director, 2 Executive Directors and 3 Non-Executive Independent Directors including women Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and also with the provisions of the Act.

B) Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) and other applicable provisions of the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https://www.supremesteels.com/ .

In compliance with the requirement of SEBI Listing Regulations, the Company has put in place a familiarization programme for the independent directors to familiarize them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the

Company operates, business model, etc. The details of familiarization programme are explained in the Corporate Governance Report and the same are also available on the website of the Company at https://www.supremesteels.com/ .

C) Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Rules framed thereunder, the following are the Key Managerial Personnel of the Company:

- Mr. Sanjay Chowdhri, Managing Director

- Mr. Pranav Sanjay Chowdhri, CEO

- Mr. Sadashiv Sankappa Bangera, CFO

- *Ms. Varsha Dhandharia - Company Secretary

- Mr. Hemant Agarwal - Company Secretary - resigned on July 12, 2023

*During the financial year, Varsha Dhandharia was appointed as Company Secretary and Compliance Officer of the Company w.e.f 11.10.2023 and has resigned from the post of Company Secretary and Compliance Officer w.e.f. 22.04.2024.

D) Committees of the Board:

The Company has Three Board Committees as on March 31, 2024:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

E) Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company (“Policy”). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at https://www.supremesteels.com/ .

F) Whistle Blower Policy /Vigil Mechanism:

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and provide adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Company’s website at https://www.supremesteels.com/ .

G) Performance Evaluation:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The manner in which the evaluation was conducted by the Company and evaluation criteria have been explained in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors has expressed its satisfaction with the evaluation process.

H) Number of Meetings of the Board:

During the financial year ended March 31, 2024, 09 (Nine) Board Meetings were held i.e. on June 01, 2023, August 14, 2023, September 07, 2023, October 11, 2023, October 30, 2023 , November 10, 2023, January 05, 2024, February 13, 2024, March 29, 2024.

The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

I) Remuneration of Directors, Key Managerial Personnel and Senior Management:

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors of the Company state and confirm that:

A. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed and there are no material departures from the same.

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

C. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. the directors had prepared the annual accounts on a going concern basis.

E. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEE, AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2024, have been disclosed in the Notes to the Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

So, the Company is not required to conduct CSR activities.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on continues basis undertakes programs of conserving energy. The details of the same are as follows:

A. Conservation of energy

Steps taken/ impact on Conservation of energy, with special reference to the following:

(i) Steps taken by the Company for optimizing electrical consumption:

Steps taken by company for optimizing electrical consumption: Installation of capacitors for reduction of PF thereby saving electricity consumption.

(ii) Capital Investment on energy conversion equipment’s - N.A.

B. Technology absorption:

1. Efforts in brief made towards technology absorption -N.A.

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

C. Foreign exchange earnings and Outgo Foreign Exchange Earnings/ Outgo:

The details of Foreign Exchange Earnings and outgo are as follows:

RISK MANAGEMENT:

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”):

During the year under review, an order for initiation of CIRP was duly pronounced by NCLT vide order no. C.P (IB)/920/MB/C-III/2022 dated January 11, 2024.

However, an application filed under 12A by OC through IRP, Mr. Umesh Balaram Sonkar, before constitution of COC, was accepted for withdrawal of CIRP by the National Company Law Tribunal (NCLT), Petition No. 920 of 2022 in view of the settlement agreement dated 31.01.2024 entered into between the Operational Creditor and the Corporate Debtor.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are no significant material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

AUDITORS:

A) Statutory Auditors & their Report:

S. R. Dhariwal & Co, Chartered Accountants, bearing (FRN: 102455W), were appointed as a Statutory Auditors of the Company, in the Extra-Ordinary General Meeting held on June 13, 2022 for the period of three financial year commencing from FY 2021-22 till FY 2023-24. S. R.

Dhariwal & Co, Chartered Accountants, being eligible, offer themselves for re-appointment for a period of 5 years i.e. from the conclusion of ensuing AGM until conclusion of AGM held in 2029-30

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The qualification, reservation and adverse remarks are mentioned in the Auditor’s Report.

B) Secretarial Auditor & their Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU & Associates, Practicing Company Secretaries , for conducting Secretarial Audit of the Company for the FY ended on March 31, 2024.

Secretarial Audit Report issued by Mr. Hemanshu R. Upadhyay in Form MR-3 forms part to this Report as “Annexure- A”. The Secretarial Auditor has qualified the Secretarial Audit Report dated August 28, 2024.

The Management ensured to comply with all the provisions are compiled to the fullest extent.

A Secretarial Compliance Report for the FY ended March 31, 2024, on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Hemanshu R. Upadhyay, Practicing Company Secretary, and submitted to the stock exchange.

C) Cost Auditor:

Pursuant to section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost records and Audit Rules) 2014, Dinesh Jain & Company, Cost Accountants, (Registration No. 100583) are appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company for Financial year commencing on 1st April, 2023 and ending on 31st March, 2024.

During the year under review, the audit process remains incomplete; therefore, the remarks for the Financial Year 2023-24 have not yet been finalized or issued.

D) Reporting of Frauds:

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered Office of the Company and is accessible to all the employees of the Company. The Company has not received any complaints during the FY under review.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as “Annexure B”.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All transactions entered with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee’s remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board

Supreme Engineering Limited,

Sanjay Chowdhri

Chairman and Managing Director DIN: 00095990

Date: August 28, 2024 Place: Navi Mumbai